News & Analysis as of

Short-Swing Trading 16(b)

Kramer Levin Naftalis & Frankel LLP

Second Circuit Addresses Disgorgement of Short-Swing Profits by Hedge Funds and Their Investment Advisers

On November 23, 2020, the Second Circuit Court of Appeals issued an opinion by Judge Jon O. Newman in Packer v. Raging Capital Management, reversing a magistrate judge’s summary judgment order that had found Raging Capital...more

A&O Shearman

Second Circuit Vacates Summary Judgment That Had Required Investment Advisor's Customer To Disgorge Short-Swing Profits

A&O Shearman on

On November 23, 2020, the United States Court of Appeals for the Second Circuit vacated a grant of summary judgment to the plaintiff in a derivative action seeking disgorgement of alleged “short-swing profits” in an action...more

Cohen & Gresser LLP

Second Circuit Gives Guidance on Section 16 “Short-Swing” Profits with Possible Implications for Hedge Funds

Cohen & Gresser LLP on

On May 20, 2020, the Second Circuit affirmed the dismissal of Section 16 “short-swing profit” claims against the client of an investment advisory firm that was itself subject to Section 16(b) liability.  Rubenstein v. Int’l...more

Skadden, Arps, Slate, Meagher & Flom LLP

Executive Compensation and Benefits Alert: Nuisance Plaintiffs Pursue Novel Theories to Exact Section 16 Settlements

The so-called “short-swing profit rule” under Securities Exchange Act Section 16(b) generally prohibits officers and directors as well as 10 percent shareholders of a U.S. public company from profiting from any purchase or...more

Skadden, Arps, Slate, Meagher & Flom LLP

Corporate Finance Alert: Second Circuit Upholds District Court’s Facebook Lock-Up Ruling: Underwriters Not Subject to Group...

On November 3, 2016, in Lowinger v. Morgan Stanley & Co. LLC, the U.S. Court of Appeals for the 2nd Circuit upheld a district court finding that customary initial public offering (IPO) lock-up agreements do not render parties...more

Sheppard Mullin Richter & Hampton LLP

The Second Circuit Finds No Section 16(b) Violation Where Different Securities of the Same Issuer Are Bought and Sold

In Gibbons v. Malone, No. 11-3620-cv, 2013 WL 57844 (2d Cir. Jan. 7, 2013), the United States Court of Appeals for the Second Circuit held that the “short-swing profits rule” imposed by Section 16(b) of the Securities...more

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